Metaplanet Super League deal wins vote for US bitcoin arm

The Metaplanet Super League deal has cleared its shareholder vote. Super League Enterprise said on Monday, Oct. 19, that its stockholders approved every proposal at the Oct. 16 annual meeting, including those tied to Metaplanet's plan to contribute 2,100 bitcoin and $2.5 million in cash.

What happened

In return, Metaplanet will receive 44,859,400 common shares at $3 each, 100 convertible perpetual preferred shares with governance rights plus warrants, valid for 10 years, covering as many as 381 million shares. The share issuance, which needed approval under Nasdaq rules, won by 1,055,621 votes to 25,314, CoinMarketCap reported, citing an 8-K filing.

The 2,100 BTC was worth about $132.1 million at the Aug. 14 reference price and about $170 million on Oct. 16, Super League said. The common share count was fixed in August and will not change with bitcoin's price before closing.

After closing, expected in the fourth quarter, Super League will become Superplanet, Inc. and trade on Nasdaq as SUPA. Super League's existing advertising and media unit will keep running as its own segment, and Matt Edelman stays chief executive.

Why it matters

The Metaplanet Super League deal gives the Tokyo-listed company a U.S. listing at a delicate time for bitcoin treasury firms. Index provider MSCI has finalised a rule that could remove companies like Strategy and Metaplanet from its benchmarks, as we explained in our MSCI non-operating rule coverage.

The structure differs from a simple stake purchase. Metaplanet receives preferred shares carrying governance rights as well as common stock, and the warrants could greatly increase its holding over time. The deal therefore gives the Japanese firm control of a U.S. listed vehicle without a cash takeover, using bitcoin as the currency for the purchase.

Buying has slowed across the sector. Bitwise research head Ryan Rasmussen told Cointelegraph that Strategy added a net 1,666 BTC in the third quarter, down from 83,901 in the second, while other public companies added 5,617 BTC against 45,725. Strategy's smaller weekly purchases, such as the one in our Strategy 250 bitcoin report, fit that picture.

Super League chief executive Matt Edelman said the approval "brings us one step closer to redefining what this company can become." Gerovich said the U.S. company would complement Metaplanet Securities in Japan, giving the group a foothold in two major capital markets.

Metaplanet chief executive Simon Gerovich called the vote "an important step in our transformation from a Bitcoin treasury company into a global Bitcoin-native financial platform."

What's next

Metaplanet can put as much as $210 million more into preferred stock within two years of closing, and it has accepted a five-year lock-up, with some exceptions. Terms are set out in Super League's release.

Investors are pickier than they were. Bitfinex derivatives head Jag Kooner told Cointelegraph that shareholders "have seen premiums collapse" and now value treasury companies by how cheaply they raise money, how tight their balance sheets are and how much bitcoin backs each share. Bitwise's Rasmussen still expects corporate buying to pick up again, possibly before the end of this year, if prices rally.

Remaining steps include customary closing conditions and Nasdaq filings. Once the Metaplanet Super League deal closes, investors will watch whether SUPA trades at a premium or a discount to its bitcoin holdings.